STANDARD CHARTERED BANK v. CAL BANK LIMITED
2020
COURT OF APPEAL
GHANA
CORAM
- ADJEI, J.A
- KWOFIE,J.A
- ASARE,J.A
Areas of Law
- Contract Law
- Banking and Finance Law
- Civil Procedure
2020
COURT OF APPEAL
GHANA
CORAM
AI Generated Summary
Standard Chartered Bank Ghana Limited (SCB) and CAL Bank Limited disputed the scope of a Security Sharing Agreement they executed on 4 March 2013 to share security over Sucatrade Limited’s assets under a 2008 debenture. CAL, which had previously extended facilities to Sucatrade and secured trading stock by assignment and stock monitoring agreements, argued that the Agreement covered only fixed and floating assets, leaving stock outside. SCB, which granted a GH¢7.6 million overdraft relying on the same debenture, contended that “all its assets (present and future)” encompassed stock. The High Court ruled for SCB, and CAL appealed on the omnibus ground that the judgment was against the weight of evidence. Applying whole-instrument and purposive construction, rejecting Latin limiting canons, and recognizing that “include” is not restrictive, the Court of Appeal affirmed that the Agreement covered all assets, upheld declarations, accounting and SCB’s 52% share, and dismissed CAL’s appeal.
ADJEI,J.A:
The Plaintiff sued the Defendant in the High Court, Accra for the following reliefs:
"(a) A declaration that on a true and proper interpretation of the Security Sharing Agreement, the Plaintiff is entitled to a share of the proceeds from the sale of the stocks of Sucratrade.
(b) An order of the honourable court, restraining the Defendant from continuing to receive the proceeds of the sale of the stock.
(c) An order of the honourable court directed at the Defendant to pay all money received from the sale of the stock into court pending the determination of the suit.
(d) An order of accounts directed at the Defendant to account for the sale of the stocks and for the distribution of the proceeds of sale.
(e)A declaration that the Plaintiff is entitled to 52% of the proceeds of the sale of the stock of Sucratrade.
(f) Cost inclusive of solicitors fees”.
The High Court on 22nd November, 2018 gave judgement in favour of the Plaintiff and granted all the reliefs endorsed on the Plaintiff's writ of summons. The Defendant dissatisfied and aggrieved by the decision filed an appeal against same to this Court. The notice of appeal filed by the Defendant on 10th January, 2019 contained only the omnibus ground of appeal which is that the judgement is against the weight of evidence on record. The main issue before the High Court was to interpret a Security Sharing Agreement entered into between the parties on 4th March, 2013. The parties seemingly executed the Security Sharing Agreement when they were not ad idem as to its scope. The jurisdiction of the High Court was invoked to give a true and proper interpretation of the Security Sharing Agreement and further give effect to it. The facts which were not in controversy were that the parties engaged in the business of banking under the laws of Ghana. The Defendant averred that it granted several loan facilities to Sucratrade Limited and reviewed them yearly. The Defendant further averred that it granted another loan facility of seven million Ghana Cedis (GH¢ 7,000,000.00) to Sucatrade Limited in 2012 which was independent of the previous loan facilities it had granted to Sucrade and had secured all of them with its stock. According to the Defendant, it secured the 2012 loan facility to Sucatrade among other things with an existing debenture over all its fixed and floating assets. There were other loan facilities granted to Sucatrade Limited by the Defendant which were secured by an assignment of stocks